Before the mind-reading Charles Xavier (James McAvoy) was known as Professor X, he lived a privileged existence as a young brilliant Oxford graduate specialising in genetics, living with his shapeshifting adoptive sister Raven (Jennifer Lawrence). Before he took the name Magneto, the metal-controlling Erik Lehnsherr (Michael Fassbender) was a vengeful young Holocaust survivor bent on hunting down the depraved Nazi doctor who experimented on him and murdered his mother in the concentration camp in 1944, Dr Klaus Schmidt.

The year is now 1962, and CIA agent Moira MacTaggert (Rose Byrne) finds that Schmidt, now going by the name Sebastian Shaw (Kevin Bacon), is working alongside mutants in a conspiracy involving the highest levels of the American and Russian governments; when she enlists Charles to help her in hunting down Shaw, Charles and Erik are unexpectedly drawn together. As they become close friends, the two of them work together to build a team of mutants (some familiar, some new) to stop Shaw and avert the greatest threat to humanity the world has ever known. In the process, a rift between them opens, which begins the eternal war between Magneto's Brotherhood and Professor X's X-Men.

Inspired to some degree by the "X-Men: First Class" comic book series (though by no means a faithful adaptation), this film also incorporates elements of the originally planned but now scrapped film X-Men Origins: Magnetonote though director Matthew Vaughn and producer/writer Bryan Singer deny that the script for Magneto had anything to do with this, which means Magneto was always part of this film's script; in that case, scrapping that film probably made sense, as it would have been a bit redundant.

Interestingly, this is also the first film in the series to notfeatureWolverine (aside from a very amusing 20-second cameo) even though FOX would soon follow up with 2013's The Wolverine.

This film provides examples of:

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Action Film, Quiet Drama Scene: The many quiet talks between Charles and Erik about the latter's past and potentials as well as their differing views on human-mutant relations clinch how tragic their fall-out and eventual parting is.

In the comics, Magneto has been shown to have had white hair for the vast majority of his adult life, presumably as a side-effect of his mutation. He has dark brown hair as a younger man in this movie.

Professor X in the comics was blond before he lost his hair, but his movie counterpart is a brunet.

In the comic books, Magneto had an infant daughter named Anya, whose death was a major contributing factor to his fall from grace. Both Anya and her mother, Magda, are omitted from this movie, which instead presents a missile attack from the U.S. government as the final reason Magneto turns to villainy.

In the comics, Professor Xavier was crippled by an alien named Lucifer. In this movie, he's accidentally crippled by Magneto.

Adaptive Ability: Darwin's ability involves his body making whatever changes necessary to keep him from dying in whatever environment he's in, such as growing gills while underwater.

The Holocaust. The death of a parent, and the medicalized torture of an innocent child. All within the first 20 minutes. Then, for Erik, knowing that the people that killed your family and millions of others will go free unless you personally devote your life to hunting them down.

A bit of a foregone conclusion, but Charles and Erik's "beach divorce," even though it's only a metaphorical divorce, (figurative) children having to decide which parent they're siding with in said metaphorical divorce, having a loved one be permanently disabled because of something you did.

Raven Darkholme ages at a very slow rate due to the ability of her cells to alter their function.

Logan is roughly 130 years old in 1962, and only appearing around thirty-five, when a young Charles Xavier and Erik Lehnsherr attempt to recruit him in a bar. This is forty years before he joins the X-Men.

Agent Mulder: The Man in Black always believed in the existence of mutants and feels vindicated when Xavier reveals himself.

Alternate Character Interpretation. In-Universe. Charles tries to raise Hank's spirits by talking about The Strange Case of Dr. Jekyll and Mr. Hyde. As Charles sees it, the serum didn't divide Jekyll into "good" and "evil," but more "civilized" and "animal," with the "animal" Hyde being Jekyll with confidence and free of inhibitions. Thus Hank shouldn't worry about being a bad guy, but should instead just embrace his newfound self-assurance and freedom. In the novel, Hyde revolts everyone who sees him (not because he's physically ugly—he isn't—but because people can sense something terribly wrong with him), and amongst other things, tramples a child and later beats an old man to death in a rage. Moreover, neither Jekyll nor Hyde display any remorse, and are only worried about being caught... yeah, stick to the hard sciences, Chuck.

Alternate History: What the ending seems to imply. The Americans and Soviets drop the Cold War to wage war against mutants.

X-Men: Days of Future PastRetcons this by implying that the government covered up what happened to avoid alarming the public. The Cold War still proceeds as it did in real life.

Amnesia Missed a Spot: At the end, Xavier wipes Moira's memory to keep the mutants safe from the CIA. All Moira remembers is a few glimpses of leaves and Xavier kissing her.

And I Must Scream: The death of Sebastian Shaw. He's held immobile while a coin is pushed slowly through his skull. Xavier, who's psychically linked to Shaw in order to hold him immobile, does the screaming instead.

Mystique is a Classical Anti-Hero. She's a Nice Girl with personal insecurity due to her appearance and background, that develops self-confidence and stands up for herself and her friends.

Anti-Villain: Magneto and Mystique become this at the end. They seek to end the threats posed to mutantkind by waging war on mankind.

Ape Shall Never Kill Ape: Sebastian Shaw lightly scolds Emma, after she punts Erik off their yacht, that, "We don't hurt our own kind." Later he kills Darwin, and his team later go all-out to hurt/kill the X-Men; and of course, he beats up Erik on the sub, while trying to convince him to change sides..

Artistic License – Biology: As with all X-Men stories, you have to give the movie plenty of this. If "genetic mutations grant teleportation and shapeshifting" bothers you, then recite the MST3K Mantra.

Artistic License – Geography: There's a scene where Erik kills some bad guys that supposedly takes place in the Argentinian city of Villa Gesell. The establishing shot shows snowy mountains and a beautiful lake surrounded by hills. The problem is that, although you can find a lot of cities that look like that in the southern part of the country, the real Villa Gesell is a beach city located nowhere near that area. The shot resembles the Argentinian city of Villa La Angostura where, according to legend, some Nazis hid away after World War II with the help of President Perón. So the mistake wasn't THAT big, but it was extremely hilarious for the Argentinian public.

Sebastian Shaw when he's killed by Magneto near the end. Considering in his first scene he had murdered Erik's mother right in front of the boy's eyes, it's highly doubtful anybody in the audience really feels any sympathy for him. Charles on the other hand, who was telepathically with Shaw and felt all the pain of his death, is someone to feel sorry for.

Also, most of the CIA Agents. A couple of them walk by the mutant's room, saying "I didn't know the circus was in town!" Then, seconds later, they all get dropped from the sky. One of them is even begging to live, telling Shaw where they are, only to then get killed.

Charles Xavier is quite the Badass in his youth. He essentially prevents the Third World War on his own with some quick thinking and telepathy, blowing up the ship carrying the Russian nukes through one of the other warship's political officer. Then, once the real battle begins, he holds a telepathic link in order to immobilise Shaw while Magneto pushes a coin through Shaw's skull. Charles feels everything.

The rest of the team gets their own moments of badassery as well. Erik spends the whole first act hunting down and wiping out former Nazis, Beast is just plain cool, Darwin shows no hesitation in taking a proactive role and even trying to take on Shaw. Banshee goes from scaring fish to helping avert nuclear disaster.

Moira MacTaggert fearlessly heads into the Hellfire Club and suits up with the rest of Division X to fight Shaw.

Even the bad guy and his goons are badass in this film. Azazel takes out virtually every guard in a secret CIA complex on his own in various awesome ways. Riptide acts as Shaw's primary muscle and intimidation tactic. Considering he can make tornadoes, he's like a Storm Lite. Sebastian Shaw is virtually immortal and likes to show this off, Guy takes a missile to the face and doesn't even blink. Needless to say, this makes him badass in the extreme.

Beethoven Was an Alien Spy: The film reveals that Professor X and Magneto brought a peaceful end to the Cuban Missile Crisis, which was actually a plot by the megalomaniacal Sebastian Shaw to start World War III.

Being Tortured Makes You Evil: This sums up Erik Lehnsherr's (who later becomes Magneto) backstory. The torture he endured involved a lot of "anger and pain," a room full of creepy sharp instruments, and there was a flash of something akin to sadistic dentistry, but it's the emotional torment that seems to have broken him.

While Raven may or may not have feelings for Charles, her attention soon turns to sensible Hank (who prefers her human form) and enigmatic Erik (who prefers her mutant form).

And on the Charles' part, he seems to have a choice between Raven (in human form) and Moira. Note that Raven, who is the Veronica, is his childhood friend, which is normally a Betty characteristic.

Beware the Superman: The film appears to end in a manner which puts the world into such a setting. Up until the Cuban Missile Crisis, mutantkind was an unnoticed breed, but then the whole thing is blown wide open due to Magneto's actions against the fleets of ships at the climax. However, X-Men: Days of Future Past reveals that the US government had kept the mutants' involvement a secret from the public.

Charles had this for Raven, being very concerned for hiding her mutant form in public and telling her directly that he didn't want anything to happen to her. However, his relationship with his adoptive sister deconstructs this phenomenon because it caused him to become overprotective to the point where he denied her the chance to embrace her true appearance and be proud of what she was, as well as caused him to ignore her very obvious crush on him. This in turn made Raven turn to Erik as a mentor/love interest and eventually join him in his cause against humanity.

Darwin develops this for the younger mutant recruits, especially when Shaw attacked the CIA base. Unfortunately, this only gets him killed by Shaw when he tries to protect Angel from him.

By the time of the Cuban Missile Crisis, Erik had already begun to view Charles as a brother figure. When the Blackbird spiraled out of control, Magneto used his body to shield Xavier from injury, and he immediately halted his attack on the American and Soviet naval forces when Charles was shot.

Big Damn Heroes: A Moment Of Awesome occurs when the Soviet vessel Aral Sea has just a few meters left to go before it crosses into American waters (which would mean all-out war between the USA and the USSR), and then the X-Men jet appears.

When young Erik wrecks Schmidt's lab in the beginning of the film in anger and grief over the murder of his mother, he lets out an extremely long "Nein."

Xavier shouts this when Magneto pushes the coin through Sebastian Shaw's forehead and just before he tackles Magneto to the ground to try to stop him from committing mass murder against the American and Soviet fleets.

Bilingual Bonus: The Soviet Captain refers to an officer on the bridge as "zampolit," which is translated as comrade. The enthusiasm at which the crew later drag him off to the brig becomes understandable if one knows that zampolit is how Soviet political officers were addressed.

Bittersweet Ending: The missile crisis and WWIII are averted, and Sebastian is killed. However, Charles is wounded and left paraplegic, Erik takes command of Shaw's mutants to start his own revolution of mutant supremacy, and Raven turns to The Dark Side. Despite reciprocating Moira's romantic feelings, Xavier has to mind-wipe some of her memories to keep her out of danger with the CIA while also keeping his upcoming school for mutants safe.

Blatant Lies: Raven claims that her eye colour change at the pub was an accident, but Charles knows that she did it on purpose, and the audience understands that Raven's motivation for the "slip-up" was jealousy towards Amy.

Bloodless Carnage: There was no blood when Shaw shot Erik's mother. Azazel's massacre of the CIA agents, Shaw's death and Charles getting shot also had either minimal blood or none at all.

Charles Xavier. When the movie starts, he's a friendly, happy-go-lucky, idealistic Oxford grad whose only interests are protecting his adoptive sister, studying genetics, drinking yards of beer and picking up coeds. His initial reaction to meeting other mutants is a puppyish eagerness to find others like him, as well as a gung-ho enthusiasm to work with a superhuman team to fight evil. During the climax, he gets smacked around in a variety of ways, including telepathically experiencing Shaw's gruesome death at Magneto's hands, getting shot in the spine, and having the US government, his best friend, and his sister all turn against him. By the finale, his government is trying to hunt him down, his best friend is preparing for a war against humans, and he's crippled for life in a wheelchair. We know from future installments that he never quite abandons his ideals, but he's frighteningly subdued and obviously much more cautious about who knows his secrets.

Hank McCoy starts off as the Adorkable love interest for Raven. He then undergoes a Karmic Transformation after telling Raven that society would never accept them for the way they really looked.

Raven Darkholme starts off as an innocent Woman Child who turns into a villain by the end, after being harshly rejected by her love interest Hank, and being repulsed by both humanity's intolerance and by Charles' ideals.

Erik Lehnsherr as a child in the early scenes, where he is subjected to the harsh treatment of the concentration camps and is forced to watch his mother die simply because he couldn't move a coin in time.

Broad Strokes: The filmmakers have outright said that they're giving story a much higher priority than continuity.

Byronic Hero: Erik Lehnsherr. Morally troubled, emotionally damaged, attractive, and very charismatic about his pro-mutant beliefs. This is particularly true to some of the impressionable younger characters like Raven.

California Doubling: Englefield House in Reading, UK serves as the exterior for the Xavier mansion. The small island near Cuba is actually Georgia's Jekyll Island with some palm trees.

The coin that Schmidt/Shaw gives to Erik, which Magneto later forces through Shaw's head. It's also foreshadowed when Erik impales a drawing of Shaw's head with it earlier in the film.

Shaw calling Azazel by his name is used later on when Mystique impersonates him and stops Azazel from killing Beast. Shaw calling Azazel by his name during the attack on the base is the only reason Mystique knows his name.

Chekhov's Lecture: Xavier reading from the thesis on the Cro-Magnons wiping out the Neanderthals. Erik cites it when the US and Soviet fleets turn on them.

Chekhov's Skill: When the gun fires at the climax, it's not as funny as the exchange below.

[Erik asks Charles to help him train by shooting him point-blank] Erik: You know I can deflect it!

Chess Motifs: Charles and Erik are seen playing chess a few times. The one move that is actually shown is Erik taking Charles' Queen with his King. The chess game is almost directly followed by scenes showing that Erik is able to understand Raven and consider her natural blue state beautiful while Charles is not. At the end of the movie Raven, Charles adoptive sister and closest ally, leaves Charles side and joins Erik in his anti-human agenda. Oddly enough, the villains of this movie are the Hellfire Club, which used chess pieces as rank names, but this isn't addressed in the movie.

Chest Blaster: Havok’s suit is designed to focus his energy and discharge it from a device in his chest.

Chick Magnet: Charles has the attention of Amy (the blond woman with heterochromia—see the Funny Background Event entry), Raven (who has a crush on him) and Moira (there is a deleted scene where she and Charles are making out after drinking too much champagne).

Charles Xavier boldly hits on co-eds, but when his latest target for conquest sincerely needs help, he's all business.

Sean Cassidy is introduced flirting with a girl, who seems to find him comical more than anything else. He's also very appreciative of Angel.

Chummy Commies: The film depicts USSR and USA as Not So Different, since both are being fooled by Big Bad Sebastian Shaw and both believe they're being threatened by the other. Also, even if Azazel, the only (supposedly) Communist mutant is an evil henchman, he's more on Pragmatic Villainy and is definitively better than Shaw.

Code Name: The ridiculous codenames given to the characters which have nothing to do with anonymity (as demonstrated by them using them for each other in the most mundane of situations) are explained as a result of precedent established by teenagers in over their heads in the CIA.

Cold War: The film is set during the Cuban Missile Crisis and the plot revolves around the Crisis being caused and then defused by mutants.

Comic Book Movies Don't Use Codenames: Double-subverted, justified, enforced, and invoked all at once. Codenames are something of a plot point; it's shown that the concept of a "true name" began with Xavier's eponymous "first class." However, it's originally used in playful jest (the teenagers even come up with codenames "Professor X" and "Magneto"—Xavier and Lehnsherr both respond unenthusiastically to the idea) and doesn't become serious until Magneto insists upon being called by that name at the very end of the film.

The name "Professor X" is only used twice in both this movie and the series, and Xavier brushes it off.

Hank eventually uses the name "Beast" towards the end of the movie.

Darwin is actually a nickname which happens to fit his powers, and his real name (Armando) is never referenced.

It gets a bit tricky with Angel; in the comics, her code name is Tempest, and Angel is her real name, but in this movie she explicitly states that Angel is a stage name.

The film is definitely marketed as a prequel to the original X-Men trilogy, but the timeline used in the film is very wonky. First Class takes place in 1962, which would put Xavier and Magneto in their 70s in the first movie (Patrick Stewart was only 60 when the first film was released, and Ian Mckellen was around the same age). It's best not to think about Beast's age.

In the first film Xavier states that he was seventeen when he first met Magneto, but here he's clearly shown to have been alive in 1944, eighteen years before the two first meet.

Conservation of Detail: Darwin's death. The rest of the characters are shown having to learn to use their powers. Just instinctively adapting to survive is nothing you can learn. The lesson is that you can't live without hard work.

Dr. Hank McCoy makes his first appearance in a background cameo in X2: X-Men United, where he's a human-looking scientist being interviewed on a news program. When he appears in X-Men: The Last Stand, he's a politician with a spot in the United States Presidential Cabinet, and he appears in his classic blue-furred simian mutant form. Then this movie reveals that he was one of Professor Xavier's original X-Men and that he's had blue fur since his early 20's, when one of his experiments went awry and accelerated his mutation. In an Author's Saving Throw, X-Men: Days of Future Past reveals that Hank developed a serum that let him pass for human for short periods. It also clarifies the true nature of his close relationship with Charles Xavier, establishing that he was the only one of Xavier's original students that stayed behind when Xavier shut the school down during the Vietnam War.

A flashback at the beginning of X-Men: The Last Stand (which likely takes place in the late 1970's or early 1980's) shows Professor Xavier walking upright, and clearly still allies with Erik Lehnsherr. This movie reveals that Lehnsherr was responsible for paralyzing Xavier in 1962, and that their friendship ended immediately after.

Dr. Moira MacTaggert is first introduced in a brief cameo in X-Men: The Last Stand, where she's a British scientist who has apparently been friendly with Charles Xavier for years. In this film, which takes place about 40 years before the rest of the series, she's an American CIA agent who has her memories of Xavier erased at the end of the movie.

X-Men states that Magneto built his psychic-proof helmet around the time that Senator Kelly's Mutant Registration Act led him to ramp up the Brotherhood's terrorist campaign, since he knew that Xavier was tracking him. This movie establishes that he's had his helmet since the 1960s, and that he originally stole it from Sebastian Shaw. Perhaps he meant an upgraded version to keep up with Cerebro.

X-Men Origins: Wolverine features a brief appearance by Kayla Silver Fox's sister: a blonde-haired woman who's clearly intended to be Emma Frost (she has Emma's ability to turn her body into organic diamond, and is listed as "Emma" in the final credits). This film explicitly introduces Emma Frost as a major character—who's around the same age as the character in Origins (even though the two films take place 15 years apart), has psychic powers that were never mentioned in Origins, and never gives any indication that she's related to Kayla Silver Fox.

Despite both being major characters with top billing, Professor Xavier and Mystique never seem to directly interact with each other in the original trilogy, and they never give any indication that they have a history. Since this movie reveals that Mystique is Xavier's adoptive sister and they grew up together which means that Xavier has known her even longer than he's known Erik Lehnsherr.

Continuity Nod: The first scene with Erik in the camp is mostly identical to the first scene of X-Men, even down to some of the shots.

Xavier has his spinal injury much younger than he apparently did in either X-Men Origins: Wolverine or X-Men: The Last Stand, and Magneto has his break with Xavier in the 60s before most of the characters from the other movies are even born, despite the scene in The Last Stand of him visiting young Jean Grey along with an noticeably elderly and mobile Xavier (not to mention Xavier getting his injury still with hair, while all his previous younger appearances had him bald and mobile).

Xavier also initially gets Cerebro from the CIA and Beast rather than building it himself with Magneto, though that Cerebro is destroyed in Shaw's attack on the CIA, and a new one located at the mansion would have been needed anyway. note It is possible the two could have, at least temporarily, resolved their differences long enough to build Cerebro in the mansion together. This could also explain why they're still somewhat chummy at the opening of X3.

Magneto obtains the helmet from Shaw and Xavier is fully aware of how it blocks telepathy; in X-Men, Xavier is shocked at Magneto's helmet being able to block his telepathy.

And regarding the Cerebro montage, Cyclops is a teenager in X-Men Origins: Wolverine and in his late 30s/early 40s in the original trilogy, which, if one does the math, would put him at infancy or at most, toddler age in the early 1960s, not the pre-teen (with an approximately 20 years old brother) we see playing ball. Ditto for the girl made to resemble Storm, who looks like she's a teenager in this film.

Charles and Erik briefly have a run-in with Wolverine, despite the original movie seeming to depict them meeting him for the very first time in the 2000's. Wolverine not remembering them is explained away by his memory loss at the end of X-Men Origins: Wolverine but it still creates the question of why neither Charles nor Magneto remember him or explain that they've met before. However, they only met for about five seconds, and they didn't even look him directly in the eye, so after twenty years it makes sense they would have trouble remembering him.

There is one thing that inexplicably matches up, however; if Banshee was a teenager in the mid-sixties, it makes sense that Siryn, who is canonically his daughter, appears in the original trilogy.

Emma Frost has a fairly significant role in X-Men Origins: Wolverine as a teenager, is now an adult a good thirty years earlier, in a completely different role, with additional powers, and playing for the opposite side. Xavier makes no comment about the resemblance when he sees her in X-Men Origins: Wolverine. note Emma in Origins was later retconned by the time of First Class' release via Word of God to be a separate character with some similar powers. It’s likely Xavier, once he saw her powers, made note of a resemblance, but similar powers in different mutants is not unheard of.

In X-Men, Professor X claims he and Magneto first met when the former was 17. This film has their first meeting in 1962, but prior to this shows a younger Charles Xavier aged around eleven alive and well in 1944.

Hank McCoy becomes Beast in this film, but is shown on a television screen (in human form) in X2: X-Men United, talking to Sebastian Shaw, who should be dead.

The discovery of the mutant gene is new (and eventually leads to America and Russia uniting to kill mutants) in 1962 in this film, but Congress is surprised and shocked by the existence of mutants in the "present day" of X-Men, which happens 40 years later.

In this movie, it is established that Mystique and Prof. X grew up together. Seems odd that she would be so casual about attempting to kill him in X-Men and at no point did Charles express any real knowledge of her outside of being Magneto's lackey.

Matthew Vaughn, director of the movie, stated he tried to fit with only the trilogy instead of X-Men Origins: Wolverine. Too bad Fox and the makers of said movie's Blu-Ray didn't listen, and the Cerebro bonus feature profiling most mutants try to put all 5 films in the same timeline (as mentioned above, Emma Frost◊ is the most senseless).

Days of Future Past eventually solves the problem by providing a Cosmic Retcon that explicitly removes The Last Stand from continuity along with every other movie that occurs after First Class. Word of God is that Origins: Wolverine is also officially Canon Discontinuity since there is simply no way to fit it into the continuity of the prequels.

Raven must have reasoned "big house=lots of food" because that's the only way to explain how she met Charles.

Schmidt/Shaw working with the Nazis to perform genetic experiments upon prisoners makes sense, but what are the odds he'd be in the very same prison camp as a young Erik?

Cool Boat: Sebastian Shaw's submarine is pretty normal on the outside, but on the inside it's very cool looking. And we're not even going into the nuclear device he's hiding in the room full of mirrors. Also it gets lifted out of the water by Magneto, so that's cool.

Cooldown Hug: Charles does this to Erik to save his life when the latter almost drowns himself trying to lift Shaw's submarine for the first time. Also comes with liberal applications of telepathic persuasion since they are both under water at the time.

An M1911A1 is featured prominently in a scene in which Magneto asks Xavier to shoot him in the head, as he can stop the bullet before it hits him.

Cool Plane: The Blackbird, of course. It's the most advanced plane in the world!

Counting to Three: Having witnessed his metal-bending powers in moments of stress, Dr Klaus Schmidt calmly informs Erik Lehnsherr that he's going to shoot his mother at the count of three unless he moves a coin. Only a child at the time, Erik fails to do so and his mother gets shot. As an adult Erik hunts down Dr. Schmidt, now the Big Bad of the movie, Sebastian Shaw. Erik announces that he's going to move the coin (which he's kept all these years) on the count of three. He then uses his powers to slowly push it through Shaw's head and out the other side.

Cradling Your Kill: An interesting variation of this, which is more like "Cradling Your Cripple," happens when Charles Xavier receives his spinal injury. Moira MacTaggert tried to shoot Magneto after his Face-Heel Turn and he ends up deflecting one of the bullets into Charles, hitting him in the lower back. Erik Lehnsherr runs over and cradles him in his lap until he realises that Charles isn't likely to die. Magneto and his new minions are long gone before Charles voices that he can't feel his legs.

Crucified Hero Shot: Inverted. This happens twice (once to Emma Frost and again with Sebastian Shaw) and neither of them are heroes.

Cunning Linguist: Erik is fluent in German, English, French and Spanish. This is consistent with the comics, where he has been shown speaking French, and knowing Spanish isn't much of a stretch for someone like him.

Shaw and his cronies' first attack on the CIA facility—the entire staff of the base is killed, almost entirely by Azazel repeating the same brutal tactic, one by one, on each human at the base, with no way to stop him until all are dead.

Riptide is immediately taken down by Havok when the two teams fight, and is subsequently buried under a wall of metal by Magneto.

Sebastian Shaw casually sends Erik Lehnsherr flying across the room several times by merely tapping him. In desperation, Erik tries to use metal to restrain Shaw, but Shaw casually tears through it and pins him against a wall. Erik only wins because Shaw stops to give him a We Can Rule Together speech. Erik then takes the opportunity to knock away Shaw's helmet, allowing Charles Xavier to paralyze Shaw with his mental abilities.

Dare to Be Badass: Charles Xavier, one by one takes his motley crew of mutants and gets them to reach their true potential, none more memorable than Erik Lehnsherr. He literally dares him to use his powers to turn a giant satellite dish located at least a mile away. Especially poignant because Erik up to that point was impressed with his own ability to deflect bullets and control smaller metal objects. He never considered doing anything greater than that until Charles suggested it.

Dartboard of Hate: Erik Lehnsherr, as an adult, is looking at a map containing pictures, he then toys with the concentration-camp coin from his childhood, and then magnetically tosses it right at a picture of Dr. Klaus Schmidt, hitting it cleanly through. This also serves as foreshadowing, since in the end of the movie Erik kills Sebastian Shaw in the exact same way.

Death by Irony: Sebastian Shaw. Magneto kills him to avenge his mother's death. This is made possible because Magneto had taken Shaw's helmet that was manufactured to protect Shaw from telepaths like Charles Xavier. Ironically, this is what prevented Charles (who could not release the dangerous Shaw from his telepathic grasp) from stopping Shaw's death at the hands of the newly-helmeted Magneto.

Defence Mechanism Superpower: Darwin's power is "adpating to survive". If he goes underwater, he develops gills. If he's smashed by something, he develops impenetrable skin.

Defied Trope: Jason Flemyng pointed out in an interview that he tried to avoid the cliche shot of the villain looking over the shoulder at their tail, as it always looks like the villain has just realised they had a tail for the first time.

Defrosting Ice King: In a Power of Friendship example, the combination of Charles' sensitivity and intelligence is able to "thaw" Erik's cold heart, making him the first (and possibly the only) person Erik has loved since the death of the latter's family during World War II.

Description Porn: Hank does this with Cerebro because it is a complex and cutting edge piece of machinery.

Designated Bullet: Magneto killing Sebastian Shaw by telekinetically moving a Nazi coin through his head. The coin in this case was the first thing Shaw demanded Magneto to move with his powers when he was a young boy, because he couldn't Shaw killed his mother.

Deus Exit Machina: In all the X-Men films, Professor Xavier is conveniently done away with before he can just use his telepathy to shut down the mind of the Big Bad (which he is more willing to do, unlike his comic book counterpart). This film approaches it differently; Sebastian Shaw has a telepathy-blocking helmet that protects him from Xavier from the start; at the climax, Erik steals the helmet, Xavier freezes Shaw's mind, Erik kills Shaw and declares himself the Big Bad. With Charles helpless to stop him, the two part ways to kick start the X-Men film franchise.

Diabolical Mastermind: Sebastian Shaw, who (mutant powers aside) wouldn't be terribly out of place as a James Bond villain. He manipulates the world's two superpowers into declaring nuclear war on each other and no one other than the proto X-Men are aware of it.

Didn't Think This Through: Sebastian honestly believes that he can convince Erik to join him, despite being directly responsible for the death of his mother and knowing that he has spent his entire life hunting him down. Magneto even lampshades it in the end, stating that while he believes mutants are superior after all, there is absolutely no way he will ever forgive Shaw.

Did They or Didn't They?: A Type 4 example happens between Magneto and Mystique, where the latter attempts to seduce the former, but is rejected until she turns into her true mutant form and they share an intimate moment and a kiss. The scene cuts to Mystique later appearing before Xavier in the kitchen, naked and without her robe, making it unclear if anything happened between them or not.

First, in a case of Die Then Fly, Dr. Schmidt threatens to shoot Erik Lehnsherr's mother unless he figures out how to use his power to move a coin. Erik is unable to do so until after Schmidt kills his mother, the pain of which triggers his abilities.

Later, Erik takes this approach during Banshee's flying attempts (though given that Banshee's costume contained metal, he could easily have caught him if it didn't work).

Later, Alex Summers grasps his energy-blasting ability just as he needs to in a life or death fight when his device is wrecked.

Dirty Harriet: In order to infiltrate a Hellfire Club private party, Moira MacTaggert strips down to her undergarments and pretends to be one of the call-girls. It's done fairly well as it's shown that she's not all that comfortable with it and is acutely aware of how vulnerable she is.

Disabled Love Interest: It's hinted that Charles briefly had a romance with Moira after his spinal cord injury, but he is forced to end their relationship to protect himself and his students from the CIA.

Disappeared Dad: Charles mentions a stepfather. In the comics, his biological father died when he was young.

Xavier is upset when the mutant teens are behaving like party animals, and he rebukes them with a frown

"I expect more from you."

After Havok insults Hank by calling him "Bozo," Charles' terse delivery of "Thank you, Alex" is his very polite way of saying, "Shut up."

Disposable Woman: Erik's mother is murdered in front of him for the sole purpose of motivating him, and his search for revenge is a major element in his Start of Darkness. As the prologue to X-Men had already implied that both of Erik's parents died in Auschwitz, so his mother, but not his father was upgraded from "Disposable Parent".

Divide and Conquer: The Hellfire Club tries to do this by engineering the Cuban Missile Crisis.

Don't Think. Feel: A variation. Erik initially could only use his abilities by channeling his anger, until Xavier taught him how to control and vastly amplify them by reaching a state of Tranquil Fury, rather than let his rage consume him.

Downer Ending: Charles is crippled and weary, loses his love interest because he erases her memory in order to protect her, and also loses his friend, Erik, as he becomes Magneto. His adoptive sister has run off with Magneto to become a supervillain. Hank is left mutated from his failed serum and has lost Mystique as well after he rejected her true mutant form. Also, despite all their heroic efforts, the government is now hunting all mutants. The only bright side here is the birth of the Xavier Institute for Gifted Youngsters.

Dramatic Gun Cock: This occurs when Erik asks Charles to shoot him in the head during their training session.

Dressing as the Enemy: Moira does a variation when she has to sneak into a strip club. In this case it's "undressing" like the enemy... much to her partner's surprise.

Dropped a Bridge on Him: Oliver Platt's unnamed character is introduced as being a potential "M" for Xavier's Bond, providing a facility, sponsoring the recruitment of the X-Men, protecting them from the rest of the CIA, and above all he comes across as sympathetic to the mutants. Then, not halfway through the film, the base is attacked and Azazel drops the guy to his death from high in the sky, and that's the end of Mr. Platt's involvement in the film.

Drunken Master: Although Charles doesn't gain any abilities from becoming drunk, his inebriated state certainly doesn't hamper his telepathy, either. He sobers up when he realizes that Moira had encountered dangerous mutants, and needs his help to stop them.

Early Installment Weirdness: Deliberately invoked in spirit, especially if you've seen the other X-men movies, which take place a generation or two later. Among others, there's Xavier acting at times like a cocky, womanizing ditz (compared to his much more subdued and mature persona later on) and Magneto not hesitating to use a gun if he likes to (whereas in the other films he sneers at firearms with disdain).

Erik is originally only able to use his powers when extremely angry. The first two times involves maternal separation. He can't properly focus it until Charles coaches him to concentrate on happier emotions.

Raven's mental state influences the effectiveness of her mutant ability.

Raven: You know I can't control it sometimes if I'm stressed or I'm tired.

Enemy Mine: The ending implies that the Americans and Soviets had found a common enemy in the mutants.

After Erik has just stopped a missile strike from the US Navy, Xavier tries to get Erik to call off his counterattack by saying that "they were Just Following Orders!" He said that to a Holocaust survivor. Magneto's face and quiet voice show everyone just how utterly Xavier has failed to convince him, before he returns the missiles to the sender.

The Nazi scientist, Dr. Klaus Schmidt, tries to get the young Erik to use his powers to move a coin, first by using a chocolate bar and when that doesn't work... he then shoots Erik's mother in the face. When the kid has a BSOD and tears the place up with his metal powers, the guy laughs with satisfaction. The funny thing is, the Nazi scientist persona was a cover for his true identity, but that moment told you precisely the kind of a son of a bitch from hell you were dealing with.

The following scene shows an adult Erik sitting silently in a hotel room, fiddling with the same coin using his powers. He stares at a wall papered with pictures of notable Nazis, including a hand drawing of Dr. Schmidt. He looks at it for a moment before spearing the picture of Schmidt with the coin. Everything we need to know about how this man becomes Magneto is right in that scene.

When we first see Charles as a kid, the framed photos on his night table are of Charles Darwin, Hedy Lamarr (who was both a Hollywood sex symbol and the co-inventor of a radio-guided torpedo system) and Albert Einstein. He would later grow up to be a scientist with an appreciation for both brains and beauty.

The first meeting between a young Charles Francis Xavier and Raven Darkholme. It established her isolation due to her appearance, and the fact that she is willing to latch on to anyone who accepts her, and it showed his kindness and delight at finding other people who were different.

Even Evil Has Loved Ones: Erik grows to love Charles as a brother over the course of the movie, but that doesn't stop him from betraying his best friend or abandoning him.

Even the Guys Want Him: Even though they've only known each other for a couple of days, the oh-so serious Erik Lehnsherr feels comfortable enough around the charming Dr. Charles Xavier that he calls the telepath "adorable" when the latter tries the Cerebro machine for the first time. In the entire X-Men movie franchise, the dour Magneto never teases another male character for his cuteness, which goes to show how unique his affection for Professor X is.

Evil Mentor: Sebastian Shaw towards Erik, who eventually took up Shaw's mutant supremacy ideology. A truly evil one at that, as Shaw killed his new student's mother in front of him to unleash the boy's powers and performed horrifying medical experiments on Erik.

Evolutionary Levels: All over the place, usually invoked by Shaw who uses it to justify his genocide.

Explaining Your Power to the Enemy: Shaw's nice enough to explain his energy-absorbing powers to Colonel Hendry (and the audience), even noting how they make him ageless, before promptly using them to turn Hendry into a human firecracker.

Exposition of Immortality: There's Wolverine's cameo during the Xavier and Lehnsherr mutant recruitment montage; it's 1962, and Wolverine looks exactly like he has throughout the films.

Raven starts off Xavier's friend and adoptive sister, ends up leaving to be with Magneto. Of course, she sees it differently.

Fake Defector: Darwin does this to Sebastian Shaw's group of evil mutants as a ploy to give his teammate Havok a clear shot at Shaw's group (Darwin's own mutant ability will protect him from Havok's attack, and their friend but genuine traitor Angel, who wouldn't be safe otherwise). It doesn't turn out so good for Darwin when Shaw's group survives unscathed due to Shaw's mutant ability allowing him to absorb Havok's attack.

Fake-Out Opening: The film begins at a Nazi concentration camp in 1944, showing Magneto's childhood.

Erik Lehnsherr gets a more heroic treatment than usual, making him more of this trope than of the typical Anti-Villain fare.

Same for Mystique (which is actually the reverse of the comics continuity in which Mystique begins as a murdering villain but later on becomes a hero and a member of the X-Men).

Fandom-Specific Plot: Fix Fics that change the ending so that Xavier and Magneto never become estranged and/or Xavier is never paralyzed are ubiquitous in the fandom... Despite the fact that this in turn would cause the rest of the X-Men movies to have a Time Paradox.

Fanservice: The only notable male examples are a well-toned Erik covered in a very skin-tight wetsuit and Alex displaying his bare, muscular arms during training, plus a section of his chest when the energy output device is removed from his combat uniform.

Fanservice Extra: In addition to every major female character showing some skin at one point or another, the other girls in the Lingerie Scene at the Hellfire Club.

Fantastic Racism: Shaw wants to start a nuclear war that will wipe out humanity, while humans respond to knowledge of the mutants' existence and powers by trying to kill the people who just averted said war.

Charles Xavier believed that he could help the emotionally damaged Erik Lehnsherr find some measure of peace and happiness by offering the latter friendship and a home, but Erik repays Charles' kindness with betrayal, abandonment, and a permanent (if accidental) spinal cord injury.

Charles Xavier believes that humanity as a whole will accept them because they desire peaceful coexistence. As soon as they avert a mutally destructive nuclear war, both sides open fire on them.

Sebastian Shaw has this as a secondary ability—he absorbs energy from any attacks, then releases it into anyone he likes with a slight touch. It's usually with a kablooey. In his final fight, he knocks Magneto around the room several times by tapping him.

Emma Frost in diamond form gains diamond-sharp fingers.

Fix Fic: Already there are a vast number of fics where what is commonly referred to as 'the divorce' never happened, and Erik and Charles lived happily ever after. Many of these also retcon Charles into not having been paralysed. The fandom literally calls them Fix-Its and they can range from just reworking the beach scene so that the divorce never happens, to developing a completely alternate timeline that come about through what-if? situations.

Flat Character: The Hellfire Club is very underdeveloped, Riptide having no lines at all and Azazel having next to none. Emma has the largest role aside from Shaw and gets some more development for it, but still lacks any sort of motive or backstory to speak up.

Foe Romance Subtext: Erik with Charles, to the point where Television Without Pity gave them the "Best Couple" award. A bit of a variation on this trope in that they're actually friends despite their opposing goals and the subtext comes from the friendship rather than hostility.

Shaw serves as one to Xavier. Both are doctors of genetics who are interested in maximizing Lehnsherr's potential, but whereas Shaw uses torture to uncover his raw power, Charles utilizes emotional intimacy to give Erik greater control. Erik grows to love Charles as a brother, but vehemently opposes the latter's peaceful approach to human-mutant relations. Magneto wholly embraces Shaw's mutant supremacist views, but loathes the man for murdering his mother.

You can probably write a whole essay on how Charles and Erik contrast each other. Producer Bryan Singer gives us a very basic summary from the "Magneto the Survivor" featurette:

"Ultimately, they come from different places. Erik Lehnsherr is a victim of the Holocaust, he probably left the war with nothing, and is very much a solitary man, while Xavier had a life of privilege, became a professor at Oxford, was surrounded by peers, has an intimate relationship with Mystique since childhood, so he's quite loved, and therefore quite idealistic, less embittered, and just has a very different view from Lehnsherr."

Foregone Conclusion: It's sadly a given that despite Xavier and Magneto starting out as best friends, Magneto's inevitable Face-Heel Turn will result in them becoming the leaders of two opposing mutant factions. Eventually Mystique will make a Face-Heel Turn of her own and become Magneto's Dragon. Beast's attempts to "cure" the physical appearance aspect of his mutation will not only fail, but will backfire, making his condition much worse.

When we first see Erik as an adult, he uses his powers to slam a coin at a picture of Shaw in the forehead. This is how he kills Shaw in their final confrontation, except much slower.

Also part Chekhov's Skill where Erik asks Charles to shoot him point-blank, and when met with Charles' refusal, he states he can deflect it. This comes back at the end where Moira shoots at Magneto to stop him from sending the missiles back at the American and Russian navies and he easily deflects the bullets ... only to have one bullet hit Charles and paralyze him.

In a scene where Havok is learning to shoot straight in the bomb shelter, Charles and Hank are standing on either side of the target mannequin. Charles says, with light emphasis, "And try not to hit me, there's a good chap." A little odd, considering Hank is just as likely to get hit, so it should be "us." Later in the movie, Charles is hit by a bullet, due to standing right next to its intended target, Erik.

Magneto wins over Mystique and several of the other mutants by accepting and reveling in their mutations rather than preferring them to be mainline. Internal categorization at its finest as he even prefers Beast with a more extreme mutation while Beast is self-loathing.

This is also how Xavier ends up adopting Mystique as a sister. She's the first mutant he meets and he is amazed that there are other mutants in the world. However, when they're adults he prefers her to stay looking human and, when asked flat-out, clearly shows he doesn't regard her true form as attractive. This is also seemingly what Beast and Mystique bond over when they form a relationship (rather than mock his large feet, she is impressed by his reflexes and stands up for him), but ultimately subverted on Beast's part when he says that he finds Mystique's human form attractive, but not her true form.

Freeze-Frame Bonus: When Xavier connects to Cerebro, some familiar mutants from the comics can be seen if you pause, with a young Storm being the most notable.

Friendless Background/Lonely Rich Kid: Since Raven is explicitly stated to be Charles' oldest and only friend, that means prior to their meeting, he had difficulty connecting with other children despite growing up in the lap of luxury. X-Men: Days of Future Past elaborates on this a little further by revealing that Xavier was considered to be "crazy" in between the ages of 9 and 12 due to the voices in his head, and was therefore a social pariah among his peers.

Funny Background Event: Combined with a Brick Joke, Amy (the first woman that Charles tries to pick up at the beginning of the movie) shows up at his graduation party and smiles at him—then Moira MacTaggert cuts in front to talk with Charles. Behind them, Amy leaves in a huff because she's annoyed that Xavier would rather chat with Moira than with her.

Futile Hand Reach: Erik first manifests his power when he was doing this as a gate closes between him and his parents.

Genius Bruiser: Hank goes from being a Badass Bookworm at the beginning to being a Genius Bruiser toward the end. This is because he injected himself with something that utterly transformed his appearance.

Genre Shift: The film incorporates many elements of the Spy Fiction genre. For instance, the proto X-Men work for the CIA for Cold War business. This sort of thing is absent in previous installments.

Gone Horribly Wrong: Hank's serum doesn't make his feet look like a standard human's. It transforms him into Beast.

Good Samaritan: As a kid, Charles generously offers food and a place to stay to a hungry and homeless young Raven.

Grew a Spine: This is a big part of Raven's character development. The downside is she joins the wrong side in doing so, foresaking the only family she's ever known.

Hall of Mirrors: A variation occurs during the climax. Shaw uses a specially designed room that blocks him from Charles' telepathy. It just so happens to be a room of mirrors, implying the telepathic version of this trope. When Erik enters the room to confront him, he has no trouble spotting Shaw, nor does Shaw try to use the reflections to hide. Interestingly enough, once the room is damaged, Charles is able to use his telepathy and help Erik defeat him.

Have You Tried Not Being a Monster?: The film has been confirmed by Word of God to include gay-rights themes. Charles and Erik look like average humans and have passing privilege, but have still strongly affected their lives. Raven, on the other hand, can pass for "normal" at the cost of it being very exhausting and undermines her self-confidence, making her somewhat of a metaphor for a transgender person. Raven's comparison is even explained through a conversation with Erik — she doesn't have to perfectly "pass" as a non-mutant woman to be beautiful and have worth.

Heroic Bystander: When Charles realizes that no one on the US Coast Guard vessel is willing to help Erik, he dives into the dark, frigid ocean without hesitation to save the life of a drowning stranger.

"I'd like you to know that I agree with every word you said. [...] Unfortunately, you killed my mother."

Heterosexual Life-Partners: Considering that Charles Xavier's and Erik Lehnsherr's friendship only lasted a few months, it was unusually intimate on an emotional level.

He Who Fights Monsters: Magneto hates Shaw and wants to kill him, but he eventually embraces Shaw's beliefs about mutant supremacy. It's even spelled out through the villain wearing the same helmet that Magneto is associated with. It's justified at the crucial moment because he separates revenge from his ideals, which is why he's able to compliment Shaw's vision while still hating the man to his core. Shaw the man wronged him terribly, but Shaw the visionary is inspirational.

Hide Your Otherness: Fearful of humanity's negative reaction to mutants, Charles and Hank firmly live by this philosophy. Raven was initially influenced by her adoptive brother, but she has already grown frustrated with concealing her blue form in public when we first see her as an adult.

High Heel-Face Turn: Inverted; both female mutants working with Xavier have turned to the dark side by the time the movie is over, and, aside from Magneto, are the only ones to do so.

According to co-screenwriters Ashley Miller and Zack Stentz in the "Second Genesis" featurette (which was included on the DVD/Blu-Ray release), this movie is essentially a love story between Charles and Erik, with Raven and Hank being the Beta Couple:

Miller: The story between Charles and Erik is on some level this tragic romance. You gotta arrange the other elements in that way, too. Stentz: Yeah, in this case you have Hank and you have Raven who end up being kind of the B-story version of the same thing you're seeing playing out with Charles and Erik. It's the making and breaking of a relationship.

In the rare "Magneto the Survivor" featurette (see the Bonus Material entry), First Class producer Simon Kinberg refers to Professor X's and Magneto's separation as a divorce when he discusses their older counterparts.

"What I love between Ian [McKellen] and Patrick [Stewart] in X1, 2, 3 is the sense that they're disappointed in each other. They actually wish that the other one would just come back to them, come back to their side, you know, 'we could be so great together.' It really is a post-divorce story. Understanding the origin of their conflict was the thing that was most interesting to me in this film. Understanding the beginning of their political fissure and their emotional fissure."

James McAvoy called the movie a "love story" between Xavier and Magneto, even though, when pressed for clarification, he admitted they were not gay. The film certainly concentrated heavily on the two's relationship, and the final scene, in which the two split and their surrogate children chose sides, played out like a couple's divorce.

McAvoy: It is a little bit of a mini-tragedy that [Xavier] and Magneto don't, you know, have sex and become married and become best friends.

Hotter and Sexier: Who knew that Charles Xavier was a charming, Pretty Boy cad or that Erik Lenhnsherr was a brooding, Tall, Dark and Handsome "bad boy" during their youth? This film also provides the most scantily-clad females in the entire franchise.

Humans Are Bastards: Mutants are not well-treated in this film, to the point where Xavier's attempts to justify keeping the peace with normals basically boil down to "okay, they suck, but as the Superior Species, can't we set a good example?" Of course, it was the 60s, which was just plain bigoted in general. The film's Big Bad (Sebastian Shaw) is a mutant, as are his followers, so humans don't hold a monopoly on being bastards.

Shaw says "We don't hurt our own kind." A few scenes later, he kills Darwin and later on presumably orders his team to kill Xavier's X-Men during the Cuba battle; he also isn't averse to beating up Erik.

Charles uses "mutant and proud" as part of his pick-up lines, which are basically a very erudite variation on "you have pretty (insert trait here)", in the presence of his adoptive sister, who has been actively discouraged by Charles from taking any pride in her mutation.

Also when criticizing the first team for making a party and using their powers for playing, something he was doing in the beginning of the film. They were teenagers who just entered a group where none of them would be considered freaks, what did he expect?!note They had broken all the windows, and a statue, though. Also, it's implied they were drunk and Charles had just assured Moira that they were "exceptional" people.

A more assertive Raven expects Charles to fully accept her mutant form, yet she still insists that he can't read her mind, which clearly indicates that she's not completely comfortable with her adoptive brother's gift.

I Am Very British: This movie attempts to explain why Xavier (who is American in the comics) has a Received Pronunciation accent. He is half-British, half-American (or alternately, he's fully British, but his family moved to the United States before World War II broke out in 1939), and his speech pattern was influenced by his posh English mother. It was later reinforced when he studied at the University of Oxford.

I Can't Feel My Legs: In a state of shock, Xavier says this multiple times after being shot in the back. Given the character is usually best known for A. his psychic powers, B. being bald, and C. being confined to a wheelchair, this is more or less a Foregone Conclusion. However, that does not make the moment any less of a Tear Jerker.

I Kiss Your Hand: A non-romantic version with adoptive siblings Charles Xavier and Raven/Mystique when Mystique has decided to leave with Magneto and the injured Charles kisses her hand in farewell.

I Love Nuclear Power: Sebastian Shaw believes that mutants are the "Children of the Atom," and are therfore immune to radiation. This is why he plans to turn the Cold War nuclear, convinced that the radiation will wipe out humanity, but spare mutants.

I'm Having Soul Pains: When Erik kills Shaw by slowly pushing a coin through his head Charles is in Shaw's head, keeping him from moving or using his powers. He shares all the physical pain of the entry wound as well as FEELING a mind die.

Erik:(reading what's engraved on the knife) Blood and Honor. Which would you care to shed first?

Imperial Stormtrooper Marksmanship Academy: When Havok starts to practice controlling his powers, he first ends up shooting everything EXCEPT his intended target. While he really was trying to aim, he couldn't control the sheer force of his powers yet. After some training, he becomes much better at targeting and controlling his blasts.

Sebastian Shaw and Emma Frost; his term of endearment for her is "love," and he calls her "the most exquisite thing I've ever seen in my life." There's also this line:

Emma Frost: If that telepath gets inside your head, he won't be as much fun as I am.

Improvised Training: Xavier uses whatever he can find on or near his estate to train the young mutants. This includes using the family's bomb shelter as a shooting range, the path around the mansion as a track field, and the huge satelite nearby to push Erick's limits.

Sebastian Shaw bursts into laughter and shouts stuff like "Wonderful!" and "Excellent!" when Erik Lehnsherr as a boy slaughters all of Shaw's men and trashes his office. Later, they meet when Erik is an adult, and Shaw honestly compliments him on how powerful he has become, even calling him his son.

It's a blink-and-you'll-miss-it moment, but Charles' face glows with delight◊ when he witnesses Erik using the anchor of Shaw's boat as a destructive tool.

The film has nothing to do with the comic book of the same name and features entirely different origins for many of the characters. Despite this, the movie was very well-received by critics and was a hit at the box office.

A notable aspect is the complete reinvention of one character in particular, Azazel. Azazel in the comics is an immortal mutant/demon warlord who was banished to another dimension because he looked and acted like the devil and got many women pregnant to have an army of children to free him...somehow. In the film, he's a Russian Knife Nut who looks like the devil but other than killing a few people, doesn't act like it. He instead appears more like his Son, Nightcrawler, only red and evil. This is not a bad thing, and as he original was so despised, the film gave the character a well welcomed overhaul.

Innocent Blue Eyes: Charles Xavier's bright blue irises represent his goodness and naïvety. After the events of the film, he is still as idealistic, but has been rather blind-sided by reality and is much more cautious and reserved.

Insane Troll Logic: Shaw's plan is built on this: mutants are "the children of the atom" (even though he and at least three other mutants manifested their mutations before the Trinity test, let alone Hiroshima), so starting a nuclear war would increase their power and allow them to rule the world (even though most mutants don't have powers that would allow them to survive either a nuclear strike or the resulting fallout).

Instant Death Bullet: Erik Lehnsherr's mother is shot dead with a handgun right in front of him to try and force the young Magneto to manifest and draw on his mutant powers.

Jack Bauer Interrogation Technique: Erik interrogates a bank President by using his magnetic powers to pull out the older man's dental fillings. Later, he cracks Emma Frost's diamond body in such a way that a gentle tap would shatter her if she turned back before having time to heal.

Jerkass: Although the CIA staff in general acts like jerks most of the time, the worst is William Stryker Sr. What makes him most deserving of this trope is that John McCone, himself sexist and a hot headed jerk, actually calls out against Stryker twice, first in regards to his decision to keep Emma Frost detained (since the law requires that they hand her over), and the second when Stryker decides to have the American and Soviet navies bombard the Cuban shore to eliminate the mutants specifically because one of their human agents was present as well. Both times, he dismissed him, stating that he's not handing her over because the law doesn't apply to mutants, and in the latter case insensitively stated that the agent was "collateral damage."

Jerk Jock: Havok feels like this to Hank; the athlete picking on the science guy.

John McCone, like most of the CIA members (barring Moira MacTaggert and the Man in Black) behaving like a jerk, as well as being somewhat sexist. However, despite this, he calls out against more Jerk Ass members of the CIA whenever they are doing completely Jerk Ass things (specifically the top brass member William Stryker Sr., when he was keeping Emma Frost incarcerated in what was implied to be an unlawful incarceration practice, and when Stryker decided to have both the US and Soviet forces bombard the shores of Cuba with missiles to eliminate the mutants despite the fact that a human CIA agent [even if she's female] is present on the island with them.)

Havok bullies Hank and is generally pretty abrasive. Later, he sticks by his friends when Shaw comes, and grows to like and respect Hank.

Just Following Orders: The Nazis that Erik confronts trot out this line as an excuse for their actions. Charles later makes the mistake of echoing it while trying to calm Magneto down. Definitely an Oh, Crap moment for the audience when he says it.

Just The Way You Are: Erik is able to persuade Raven to his side with this trope, and finds her mutant appearance to be "perfection," in contrast to Charles and Hank, who feel she should look more "normal" to gain acceptance within society.

Karma Houdini: About half of the Hellfire Club get off scot-free in the end. William Stryker Sr. also faces no consequences for unlawful actions (keeping Emma Frost in a secret prison) and the unethical and horribly unwise decision to have both the Soviets and the Americans bombard the Cuban shore to get rid of mutants despite one of their own human agents being located there (both actions are things that even John McCone, who was a certified jerk, called him out on).

In the sequel, Emma, Azazel, Riptide, and Angel all fall victim to a Bus Crash.

Karmic Death: Magneto kills Shaw by telemagnetically pushing a coin through his brain. It was the very same coin that Erik was commanded to move as a child to prevent Schmidt from killing his mother; Erik failed and Shaw shot his mother. Magneto even gives an Ironic Echo of what Schmidt said to taunt his victim.

Karmic Transformation: Hank's transformation into Beast is tragic, but he brought it on himself. He makes it a little more karmic by being a complete asshole to Raven just before using it. She tells him he's perfect just the way he is and doesn't need the "cure," and he responds with:

Hank: It behooves me to tell you that even if we save the world tomorrow, and mutants are accepted into society, my feet and your natural blue form will never be deemed beautiful.

(Raven shifts back to her human-looking morph.)

Hank: You look beautiful now.

Bonus points for his mutation being relatively minor, before it becomes much more pronounced after taking the serum and also that he uses it on himself as the first test subject, without even considering that it might turn out wrong. It's not like there's a big potential pool of test subjects for something like this, but given his state of mind, would he care?

Kick the Morality Pet: The film includes a dramatic confrontation where Magneto is deflecting bullets from Moira MacTaggert trying to stop him from destroying the US and Soviet fleets. One of the bullets flies off and hits Charles in the spine. For a moment, there's a look of pure horror and guilt on Erik's face, then he decides it was Moira's fault. Xavier vocally disagrees and talks him down by playing on the other man's guilt.

Laser-Guided Amnesia: Charles uses a kiss goodbye to wipe out Moira's memories the last few weeks, and of where he and the newly formed X-Men are. This is notably against his current philosophy in the comics, but very much in keeping with his modus operandi in the comics produced in the early 1960s.

Laser-Guided Karma: Erik kills Shaw with the very same coin that "Dr. Schmidt" killed his mother over.

Lean and Mean: Erik doesn't have an ounce of fat on his body. It's justified in that he's a Holocaust survivor who lived on the road for years and efficiently kills nazis.

Erik's guitar theme forms the core of "Not That Sort of Bank" and "Frankenstein's Monster," before finally blasting into the bombastic "Magneto" at the end of the film.

The X-Men: First Class theme (besides the two eponymous tracks "First Class" and "X-Men") plays heavily in "Cerebro" and "X-Training," and heartwarmingly shows up for Erik in "Sub Lift."

When listening to the complete score on the Blu-Ray release, Charles is associated with a simple orchestral violin melody which gradually evolves into the X-Men: First Class theme. This makes perfect sense because he's the leader of the group. "Rage and Serenity" is actually a combination of Charles' and Erik's themes.

Raven's piano theme shows up in "Would You Date Me?" and "To Beast or Not to Beast."

Light Is Not Good: Emma Frost, (scantily) clad in white and able to turn her body into a mass of shining diamonds, but she has no discernible morals.

Like Brother and Sister: Charles cites this when Raven, feeling insecure about her looks, asks if he would date her... although it falls a little flat coming right after he's answered the question with "of course" in reference to her human form, before she clarifies that she means in her real form. (Charles is being a bit obvious in invoking the trope as the film establishes that she is indeed his adoptive sister.)

Little "No": To avert World War III, Charles forces the Russians to fire on their own transport ship; neither side knows that the crew is already dead. Azazel is at the helm and lets out a short "nyet" before teleporting away just before the missile hits.

"Geneva, Switzerland," "Villa Gesell, Argentina" and "Moscow, Russia." (In 1962, it should have been called "Moscow, USSR," as Russia was only a Republic within the Soviet Union.)

A variation which features a specific location and country is "Oxford University, England" (the correct term is the formal "University of Oxford").

Love Triangle: Raven and Hank hit it off almost instantly, but the moment he refuses to accept his mutant form (and her mutant form) drives her to attempt to seduce Magneto, who prefers her natural appearance just the way it is.

Mad Doctor: The film starts in a Nazicamp where a certain doctor is interested in mutants...

Make Me Wanna Shout: Banshee's mutation involves making very powerful sound waves that can break glass (among other things). They're also very effective at locating things underwater, in similar variant of echolocation. In an unusual variation, this includes the power of flight, by bouncing sound waves off the ground back into a wingsuit.

Manipulative Bastard: Sebastian Shaw. In addition to being an extremely powerful, he is very adept at seducing other mutants to his cause with promises of liberation and the opportunity to tap into powers beyond their wildest dreams. Likewise, he successfully manipulates the leaders of the U.S. and Soviet Union into undertaking increasingly aggressive actions (missiles in Turkey and Cuba) until both are at the threshold of nuclear annihilation.

Both Charles Xavier and Erik Lehnsherr do this in a rather touching scene where the latter is learning to control his powers through something other than rage. By telepathically finding one of Erik's happiest childhood memories, Charles helps him to see that true focus lies between "rage and serenity." Cue the tears as they both experience a bittersweet memory of Erik's long-dead mother on welcoming in their Sabbath.

After Charles gets shot, there is a particularly heartbreaking moment when he has to tell Erik that no, they do not want the same things when it comes to mutants and humans. Cue the Manly Tears on his part. It's an indicator of how the two men have grown apart that Erik's face just blanks of emotion in response.

Raven/Mystique encountering Charles in a kitchen in her true form when they first meet. However, the second time shows how they have both changed and starting to grow apart in ideals. Bonus for them switching positions. The first time, it was Raven by the fridge with Charles walking in. The second time was Charles by the fridge with Raven walking in.

Also, shortly after they first meet, when Erik's about to go off on his own again, Charles tells him, "Shaw's got friends. You could use some!" Later, after Shaw's attack on the CIA when Charles wants to send the new mutant recruits home, Erik tells him "Shaw's got his army, we need ours."

One of the Nazis Erik tortures in Argentina says he was only obeying orders (re the Final Solution). When Xavier says this to stop Erik from killing the sailors who just fired on them, it turns out to be the wrong thing to say.

Charles and Erik exchange numerous glances throughout the movie, which are indicative of their closeness.

After Raven insinuates that Alex's manhood may be small in response to the latter's mocking of Hank's feet, Raven and Hank look at each other; the former silently says, "I'm on your side," while the latter quietly expresses his gratitude.

Mental Affair: Emma Frost uses a Jedi Mind Trick on a Russian General to make him think he's having sex with her while she's actually sitting on his couch watching him make love to empty air on the bed. Charles thought that was a nice trick.

Mind Over Manners: The much younger, less disciplined Xavier had no problem using his powers on anyone whenever it was convenient for him. That being said, he did promise Raven that he wouldn't read her mind, and he did ask for Erik's permission before searching for the brightest corner of his friend's memory system.

Mind Rape: Emma Frost uses her telepathy to bring out Erik's memories of being tortured by Sebastian Shaw as a child in Auschwitz.

A Minor Kidroduction: The film starts with Charles Xavier and Raven Darkholme as children, and recaps a young Erik Lehnsherr in the concentration camp.

Misfit Mobilization Moment: After circumstances force them to leave the CIA facility, the kids realize that they have to get their act together and learn to use and control their powers and work as a team.

Missing Trailer Scene: The movie doesn't include an inspirational line of dialogue from Charles who tells Erik that "A new species is being born. Help me guide it, shape it, lead it." Moreover, there is no Meaningful Look between the two of them as they walk towards Alex's prison cell.

Mistaken for Spies: When Charles demonstrates his telepathy to the CIA by revealing what they're thinking at that moment, they accuse him of espionage, since they can't believe he could have found out any other way. Luckily, Raven is present to demonstrate her shapeshifting abilities.

What the CIA agents and guards experience when their compound is assaulted by the Hellfire Club.

And the Soviet soldiers suddenly attacked by barbed wire.

Morally Bankrupt Banker: Erik interrogates a Swiss banker whose bank is responsible for storing Nazi Gold, and who knows the location of a high-ranking former Nazi.

Moral Myopia: Sebastian Shaw tells Erik the justification for his plan to start a nuclear war that would probably kill hundreds of millions or billions of people. Erik then says, "I agree with everything you say. Unfortunately, you killed my mother." Erik then kills him in a Karmic Death.

Movie Superheroes Wear Black: This an Averted Trope. The film has the X-Men back in yellow suits, inspired in equal part by the team's uniforms during their earliest comic appearances and the New X-Men suits. Though, they're made of more practical material than the spandex/cloth look of the comics, and there are no masks. Magneto also appears at the end with his trademark red costume and helmet.

Zoe Kravitz as Angel. Justified, as she used to work as a stripper prior to joining the X-Men and she needs her back open to use her wings.

Mugging the Monster: Subverted. When young Erik goes on a crushing spree in Shaw's office after the murder of his mother, his random attacks never reach Shaw, since he has neither the control to aim them nor the immediate metal on Shaw's person to offset that weakness. Even if he had the chance, though, Shaw's powers would have easily stopped Erik from harming him.

The team's original lineup includes an "Angel", but it's Angel Salvadore (a comparatively minor character from the comics) instead of Warren Worthington note who, going by the movieverse's timeline, wouldn't have been born at the time the movie takes place.

A major character on the villains' side is revealed to have grown up with Xavier—though in this version it's Raven Darkholme (who's his adoptive sister in this version) instead of Cain Marko (who was his step-brother in the comics).

Shaw referring to mutants as "Children of the Atom".

Charles is quite protective of his hair.

The Nazi Gold is a nod to Uncanny X-Men #161, which told the story of how Magneto and Xavier first met and parted ways. The issue was one of several stories in the comics which inspired this movie.

A Nazi by Any Other Name: Sebastian Shaw (who really was a Nazi during the second World War, going under the name "Klaus Schmidt") envisions his mutant-dominated society much as if it were he ruling over 1940s Germany. Ironically, his most scarred victim as a Nazi scientist, Erik "Magneto" Lehnsherr, finds Shaw's mutant supremacy views to be compatible with his own, despite the fact he spends the entire movie chasing the man in an effort to get revenge for killing his mother.

Nazi Gold: Erik lays his hands on some Nazi gold and even trolls a Swiss bank manager with it.

Nazi Grandpa: Aside from Sebastian Shaw, we see his two old associates here. Those Two Guys (credited as "The Pig Farmer" and "The Taylor") whom Erik killed while he's in Argentina. And possibly the bartender, too, since Erik killed him, too (Unless Erik killed him because He Knows Too Much).

Nazi Hunter: Erik spends the first twenty minutes or so of his screentime tracking down and killing Nazis. In fact, his reason for joining the X-Men is so that he can find and kill Sebastian Shaw, the mutant Nazi who killed his mother.

Nerd Glasses: Hank wears the horn-rimmed variety, which in his case is a visual cue that he's a geeky academic.

Nerds Are Sexy: Charles Xavier has mastered the art of transforming his knowledge of genetics into successful flirtation methods.

Never My Fault: Erik blames Moira for Xavier getting shot, even though she was aiming for Erik who deflected the bullet. Xavier then tells Erik that it wasn't her fault, but his. He quickly relents. And in general, it's only perfectly rational that he's dedicated his life to hunting down and brutally killing a series of individuals, to the point that he not only believes that these men are irredeemable, but that ALL humans are essentially just as bad, and hate mutants for what they are, secretly or openly. He's certainly not to blame for both his own descent into madness, nor single-handedly almost causing WWIII after just having prevented it. Given exactly WHO is responsible for his descent is a bit more valid of a Freudian Excuse than usual, even if it ends up with him being Not So Different, up to the point of agreeing with the primary target of his hunt.

Moira desperately shoots at Erik to stop/distract him from wiping out a combined Russian/American fleet, thus forcing him to deflect the bullets and one of which paralyzes Charles right next to him.

Charles erases Moira's memory, clearly discrediting her within the CIA and possibly ruining her career. The fact that one of the few snatches of memory she has left is of their kiss is just the icing on the cake (see Deliberate Values Dissonance).

Charles trains Erik, helping him improve his power. This backfires when he decides to turn into Magneto.

Had Charles and Hank shown acceptance for Raven's true form, she might not have teamed up with Erik.

Alex, when he tries to fight Shaw at the CIA base. He had no way of knowing the energy from his power was enough to destroy Darwin. It's made even worse when you consider that Shaw's power relies on an external source—he literally did not have the ability to kill Darwin until Alex attacked.

No Body Left Behind: Darwin is vaporized immediately by the blast he took, and one of his teammates even said, "We can't even bury him."

Nobody Touches the Hair: Charles Xavier uses this trope. This is an in-joke to fans, since anyone who is familiar with the series knows that he goes completely bald. Xavier uses the Cerebro prototype for the first time, and Hank struggles with fitting the electrodes on his head.

No, Except Yes: Emma Frost interrupts the CIA Director and Stryker Sr. when they're discussing the possibility of a war. She prefers not to use that term; it implies that both sides have an equal chance of winning.

No More for Me: After seeing Riptide demonstrate his power, Henry's reaction is to ask what the hell Shaw put in his drink.

No Range Like Point-Blank Range: As requested by Erik, Charles holds the gun a couple of inches from his friend's forehead, but he can't bring himself to pull the trigger. Erik then grabs the barrel and places it right on the surface of his own skin, but Charles objects to the exercise and moves the firearm away.

Charles' mind reading doesn't work on Emma Frost when she's crystalline, so Erik uses his powers to weaken her.

Shaw's helmet, later Magneto's, enables him to protect himself from Xavier's abilities. In the climax, he enters a psychic-proof chamber in his submarine, and he still wears the helmet. This turns out to be a perfectly sensible precaution.

Later, when Xavier is shot and Magneto is speaking to him, the following conversation takes place:

Magneto: Us turning on each other, it's what they want. I tried to warn you, Charles. I want you by my side. We're brothers, you and I. All of us together, protecting each other. We want the same thing. Charles Xavier: Oh, my friend, I'm sorry, but we do not.

In a good way, the American and Soviet sailors. Every scene with the American navy is almost immediately mirrored by the Soviet navy (or vice versa), showing that they had the same reaction or feelings. Both have a strong sense of honour and discipline and both are reluctant to shoot first and provoke World War III. The most obvious may be their It Has Been an Honor moment where Magneto fires their missiles back at them.

Not Wearing Tights: This film makes the outfits look more superhero-ish than in the previous films. It's not skintight but it is more brightly colored, and ends with Magneto donning something that's somewhere between his classic outfit and his look in the main trilogy.

Magneto is horrified when he sees that Xavier has been shot in the back because he fears that his friend will die before his eyes just like Erik's own mother.

Old Money: Charles Xavier was born with a silver spoon in his mouth. He lives in a very Big Fancy House, there are servants (a maid is mentioned), and his mother is a snobby British Socialite who thinks so highly of herself that she never enters the kitchen of her own home. Charles' taste in material goods is often expressed in classic, Simple Yet Opulent ways, in contrast to the gaudy Conspicuous Consumption that we normally associate with the Nouveau Riche.

Sebastian Shaw looks to be in his late forties or early fifties when Erik first meets him in 1944. He looks more or less the same when they meet again in 1962, a fact that he credits to his Energy Absorption powers.

Raven appears to be around 20 years old (even in her blue form) even though her age should be closer to 30. Hank mentions that her mutation causes her to age at a slower rate.

Only a Flesh Wound: Charles Xavier is shot in the back and remains conscious throughout the entire scene, albeit in great pain. Evidentally it wasn't just a flesh wound. The end result is premanent loss of the use of his legs.

Near the beginning of the film, Raven points out to Charles that she is his only friend. Presumably an affable fellow like Xavier would have numerous acquaintances, but his sister figure is only person he fully trusts.

Charles becomes this to Erik because the latter has spent his life on the hunt. Lehnsherr hasn't met anyone who could empathize with him since his mother died.

While James McAvoy's English accent is very good, Professor X does sound strangely Scottish when he's shouting.

Origins Episode: Specifically for Magneto, Professor X, Mystique and Beast. This adventure is before the X-Men, before the Brotherhood, before the world at large knew about mutants. This is where it all started.

Out-of-Character Alert: How kid Xavier pierces kid Mystique's disguise at the beginning of the film. She looks liks his mother but acts nothing like her. He confirms it with telepathy.

Oxbridge: The University of Oxford is the alma mater of Charles Xavier, and there are several Oxford scenes shot on location. It is clear, however, that the writers did not do their research properly, as his claim that you don't get to be called a professor unless you have a teaching position is utterly untrue. A professor at a UK university is not the same thing as a professor at a US university, and at Oxford in particular, professors frequently do little to no teaching. Someone in his position would either be a Junior Research Fellow or, if so elected by his college, a Don.

Charles: (telepathically communicates to Raven disguised as Mrs. Xavier) My mother has never set foot in this kitchen in her life, and she certainly never made me hot chocolate, unless you count ordering the maid to do it.

Patrick Stewart Speech: During their chess game, Charles attempts to convince Erik that human beings are capable of great understanding, and that mutants should be patient, as "we have it in us to be the better men." Erik sceptically replies, "We already are."

Pay Evil unto Evil: Much of the film is composed of Erik (later Magneto) doing this. He's Jewish, as a child he and his family are sent to Auschwitz, and a Nazi there (who we later find out is the mutant Sebastian Shaw) murders Erik's mother when Erik is unable to use his (latent) powers. As an adult, the first part of the film has Erik hunting down, torturing and murdering Nazis and their supporters. At the end of the movie he gives Shaw a very Karmic Death - the film clearly intends it to be a Jumping Off the Slippery Slope moment, but Shaw's such a dangerous madman that he deserves such a kick, especially as there's little reason to believe Shaw could be safely captured. Then the US and Soviet militaries try to murder the mutants who just saved them from nuclear war, and Erik turns their missiles back on them. Paying evil to evil is basically his personal philosophy, contrasting with Charles' pay-good-unto-evil-and-maybe-they'll-have-a-change-of-heart ethos (and influenced by the fact that Erik's seen a lot more of evil than Charles has at this point), and it's a substantial part of what ultimately separates them.

Havok is fearful of the damage his powers could do if he isn't kept isolated, and so prefers being in solitary confinement while in prison so he is at less risk of hurting someone by accident.

Pet the Dog: John McCone, the Jerkass CIA director, calling Stryker out on having the beach bombed even though Moira is on it, saying "We have an agent there! A good one!" It makes one wonder if his "The CIA is no place for a woman!" remark toward her later is just to cover that he really cares.

Playing Both Sides: Sebastian Shaw cunningly manipulates both the USA and the USSR, exploiting the vices and vanity of their military elite to provoke World War III.

Please Put Some Clothes On: Spoken verbatim by Charles when a newly self-confident Mystique walks in on him while she's entirely naked. Amusingly, this is the first time the character's constant nudity has been alluded to in the series. (The irony being that Mystique is almost always nude, as it's shown that any "clothing" she might be seen wearing is simply part of her shape-shifting disguise, including possibly the X-Men uniform seen in the final act as it disappears when she briefly impersonates Shaw.)

Plot Tailored to the Party: A relatively well-done version. Xavier or Magneto probably could have found the Hellfire Club's submarine on their own, but Banshee can do it more easily by using his Make Me Wanna Shout power as sonar. Beast's power isn't an obvious counter to Azazel's, but he's agile and strong enough to hold off Azazel, who is beaten when Mystique tricks him by turning into Shaw. Banshee and Havok team up to fight Angel.

Politically Correct History: It's present to some extent. Sexism is still around (Hellfire Club banks on that with strippers), but the racism of the era is glossed over. The proto X-men includes many different ethnics that are bound together by the fact that they are all mutants.

Power Creep, Power Seep: In the comics, Sebastian Shaw's power is absorbing kinetic energy and turning it into physical strength and stamina, but he's still at least somewhat vulnerable to physical attacks, and his power has limits. He generally relies on Mooks and other mutants to do his dirty work. In this movie he can absorb all kinds of energy, including Havok's blasts and nuclear radiation, and if he has limits they're set high enough to make him a credible threat to Magneto.

Power Limiter: Erik observes that Mystique's physical strength is effectively halved because she is concentrating on maintaining a human appearance. This explains her tendency to "decloak" for her fight scenes in the original movies.

The Power of Hate: What initially awakens Erik's superpowers, and turns him into what he is, is his hatred of those who mistreated him at the concentration camp and killed his mother.

The Power of Love: When Charles is helping all of the mutants train, the most effective memory to focus Erik's powers is Channukah with his mother, before The Holocaust. Without this trope, his power and range are limited.

Mystique tries the same trick on Magneto, turning from her teenaged form into a more mature woman (Rebecca Romijn in a cameo) in the belief that he'd prefer her that way. Magneto is not impressed, because he wanted "the real Raven." It took her two tries to realize that he wanted her natural blue form.

Xavier uses his powers to "guess" the drink orders of the women he flirts with.

Emma Frost seduces a Russian general by projecting a mental image of herself so he thinks she's having sex with him, when she's in fact sitting a distance away looking bored.

Precision F-Strike: During a montage of Charles and Erik finding and recruiting other mutants, their search brings them into a small, dingy bar where Wolverine has no interest in their offer. It doubles as a Crowning Moment of Funny. Not only did the actor himself say he mostly accepted because of his line, but Rebecca Romijn said she wanted it in her cameo too.

Prequel: This movie serves as a prequel to the original X-Men trilogy. With the release of Days of Futures Past it becomes the start of a new trilogy.

For a movie nominally set in the early sixties, people sure don't seem to pay much attention to race (although you don't see any black CIA agents, and the black characters of Darwin and Angel are shown in rather menial jobs).

When frustrated, Havok is heard to mutter, "Whatever..."

The Macross Missile Massacre fired at the end of the movie includes Harpoon and Tomahawk missiles, which entered service in 1977 and 1983 respectively.

Moira and Raven are often seen in miniskirts, which weren't designed until 1965, i.e. three years in film's future.

Some of the US sailors are wielding M16's, which were not officially adopted until the following year.

At the strip club, Angel takes Erik and Charles into a separate room for a "bed dance" (as evidenced by the fact the two men are shown reclining on a bed). Bed dances (a somewhat rare variant of lap dancing) weren't introduced until at least the 1990s.

Pinball geeks will note that Havok and Darwin are playing Gottlieb's Fun Land, which came out six years after the movie's events.

Appearance-wise, Dr. Charles Xavier is strongly defined by his boyishness: he has a soft, round face, baby blue eyes, reddish lips (the colour is so deep at times that it almost looks like he's wearing lipstick), and is of shorter-than-average height. It's symbolic of his sensitive, nice guy qualities. Erik Lehnsherr even calls him "adorable" when Charles tries the Cerebro machine for the first time.

Dr. Hank McCoy is quite similar to Xavier (just younger and a lot more insecure). While this may be a coincidence, it's nevertheless convenient that he shares some facial features with his mentor, like pale skin, blue eyes and thick reddish lips. The one big physical difference between them is that Hank is a lot taller.

Prevent The War: Charles Xavier and Erik Lehnsherr must stop Sebastian Shaw, who is playing both the United States and the Soviet Union into starting World War III.

Product Placement: When training at Xavier's mansion, most of the team wear PF Flyers.

The Promise: Charles managed to uphold his promise not to use his telepathy on Raven for 18 years until the shock and pain of a bullet in his spine became too much for him to bear, compromising his concentration.

Raven: You promised me you would never read my mind. Charles: I know. I promised you a great many things, I'm afraid. I'm sorry.

Protagonist Journey to Villain: The film revolves around Magneto seeking revenge for the murder of his mother and his increasing acceptance of mutant supremacy.

Protectorate: Raven is this to Charles, although she finds his concern for her safety utterly suffocating.

Emma has the ability to block Xavier's mind-reading powers, and cover herself in diamond-like skin to shield her mind.

Psychic Strangle: A variation. When Moira attacks Erik, he deflects the bullets she fires, one of which hits Charles in the back. In a rage, Erik magnetically uses a metal necklace chain to strangle her, but Charles manages to talk him down.

A Pupil of Mine Until He Turned to Evil: The mutants all train together as part a CIA team to fight Sebastian Shaw, but Angel Salvadore decides to join the Hellfire Club shortly after she is recruited by the program. At the end of the film, Magneto and Mystique, after defeating Shaw, form the Brotherhood of Mutants and become the new Big Bad, turning against Charles Xavier, whose ideas about mutant-human relations differ from the ones they have.

Radiation Immune Mutants: Sebastian claims that mutants would not be harmed by (and may even benefit from) a nuclear war that would destroy humanity.

Ragtag Bunch of Misfits: How the CIA (and, for that matter, Charles and Moira) view the first generation of young X-Men: young, reckless, untrained, and given to foolishness.

Ransacked Room: After Beast transforms into his blue furry form he makes a mess.

Ready for Lovemaking: Erik walks into his room and finds a naked Raven lying in his bed. When he says, "Maybe in a few years," she responds by shifting her appearance to that of an adult woman.

Azazel, a member of the Hellfire Club (which in the comic version goes for black and white costumes), wears black. His naturally red skin compliments his suit.

At the end of the movie, Erik Lehnsherr has adopted a red vest and helmet with black pants and cape, as his Evil Costume Switch to become Magneto.

Red Herring: There are two incidents which fooled some audience members into believing that this would be the moment where Xavier would become crippled: the first was when the Blackbird crashed, and the other was when Charles experienced the trauma of Shaw's death telepathically. Then he is accidentally wounded by Magneto.

Related in the Adaptation: Professor Xavier and Mystique are step siblings, meanwhile there's an inversion with Havok who in the comics is Cyclops' younger brother but in the film there is no mention of any relationship.

Resist The Beast: Inverted, when Professor X tells Hank McCoy to "set the beast free." Here, the "Beast" is portrayed as natural instinct, rather than evil.

Retraux: Everything has very '60s/'70s sensibilities, from Emma Frost's Bond Girl costumes to the BBC science documentary-like credits sequence. The film itself has a grainy texture, evoking the look of '60s-era cinema.

Rule of Sexy: Most (if not all) fans expected the young Professor X to be bald in this movie, but the studio wanted James McAvoy to keep his hair in order to retain the actor's sex appeal.

James McAvoy: I had showed up on the first day of X-Men: First Class, and I had shaved my head because I wanted to check what it looked like about a month before we started shooting—and it looked quite good—and they were like, "No, no, no, no, we want you to have long hair."

Scooby Stack: Beast, Angel, Darwin, Banshee and Mystique do one despite Havok's warning for them to keep back because of how unpredictable his powers are.

Sensible Heroes, Skimpy Villains: Emma Frost reveals a lot more skin than, say, Moira and Raven. Angel, the stripper/prostitute, is the only one to defect to Shaw's side. (Mystique herself, after defecting to Magneto's side, goes into the nude version seen in the other films.)

Sensitive Guy and Manly Man: Charles Xavier is the Sensitive Guy to Erik Lehnsherr's Manly Man. They display this dynamic in their personalities and physique as well as their philosophies and methods.

Sequel Hook: The film ends with Erik becoming Magneto for the first time and busting Emma Frost out of prison.

Shapeshifter Swansong: Invoked when Darwin's body goes through one state after another to adapt to Shaw's energy cherry-bomb about to go off inside him. His body ultimately gives out. Or did it...? The comic book version of Darwin survived having his entire body destroyed, and eventually generated a new one.

Magneto isn't bulletproof, but he can deflect any metal projectile he knows is coming. At least one character who really should have known better tries to shoot him. Though it did achieve her goal, albeit by way of crippling Xavier, which took Erik's attention away from the missiles - and one shot does noticeably hit him while he isn't paying attention, but his helmet turns out to be bulletproof.

The lead-up to that counts, too. Stryker convinces the government to join with the Russians to take out the mutants on the beach. He should know for a fact that one of these mutants is a powerful telepath and the other controls metal. Both fleets just saw the latter lift a submarine out of the water. There's no reason for them to believe their metal weapons would be any more effective. They're lucky Moira came in with that distraction.

A neon sign at a bar says "Marv's Beer," a reference to writer Marv Wolfman.

The Oxford pub, The Eagle. Which doubles as a reference to the reference to the Eagle Awards (named after the magazine) which the X-Men won in the 1970s and 1980s.

The neon sign at the bar where they find Angel is "Atomic"—which is a reference to how mutants were called "Children of the Atom" in the comics. Also an example of Shown Their Work, since Las Vegas in the '60s and '70s was famous for the nearby nuclear tests, and everything was named after the famous atom; drinks, shows, and nightclubs.

When the POV shifts to show what Xavier sees when he's looking through another person's eyes, the effects are staggeringly similar to the ones used in Dark City when Rufus takes a level in badass after getting administered with the scientist's ability-enhancing serum. Right down to perspective morphs and a silvery fringe around the frame.

According to the comic book writers who originally named it, the Hellfire Club was inspired by an episode of the 1960s TV series The Avengers. Which, of course, shared its title with the other major Marvel superhero team of the 1960s, The Avengers.

Shaw wears a swinging 60s era ascot during his meeting with Soviet generals. In the comics, Shaw (and the rest of the Hellfire Club) habitually wore 18th century period attire which included lace ascots or cravats.

The camera angle when we first see a close-up of Charles holding the gun is reminiscent of the final scene from Wanted (which also stars James McAvoy).

Shown Their Work: A minor instance; Xavier's paper on mutation that we hear mentions that neanderthals were probably exterminated by their "mutated" cousins Homo sapiens. While modern research indicates that it was more likely the two interbred, at the time of the film (the 60s) the theory was not yet established at large. Notably in X2, Storm recites the interbreeding theory to the class at the start of the film, making this double as a Call Forward.

Shut Up, Kirk!: Magneto delivers a very effective one to Xavier at the climax. It probably didn't help that Xavier tried to finish off his speech by invoking the Nuremberg Defence on a Holocaust survivor.

Charles wipes a single tear from his cheek after he uncovers a happy memory from Erik's childhood involving the latter's mother with his telepathy. Despite living a much more comfortable and privileged life than his friend, the one beautiful thing that Charles never got to experience is a mother's warm affection.

In the same scene, a visible tear falls down Erik's face because he didn't know he still carried that cherished memory of his mother.

After Charles gets shot, he only sheds one noticeable tear which is partly because of his injury, but mostly because he is forced to tell Erik that no, they really do not want the same thing, and knows that this realisation will push his friend away for good.

Sink-or-Swim Mentor: Charles and Erik attempt to teach Banshee how to fly. At first, they let him jump out of a second-story window, into some bushes, and he forgets to scream. Their next attempt is to have him jump off of an enormous satellite dish. Charles assures him that he doesn't have to do anything he's not comfortable with... Erik disagrees. Justified in that he could, theoretically, control the metal of Banshee's uniform if anything really dangerous came along.

Sir Not-Appearing-in-This-Trailer: Kevin Bacon is barely in any of the promotional materials despite having a prominent role as the main villain of the film. He's hardly noticeable on the very crowded poster and doesn't seem to be in any trailers or commercials.

The Sixties: Many iconic features of the period including the Cuban Missile Crisis, the slang and the occasional James BondShout-Out. Lots of elements are very recognizable to anyone who's studied design or architecture. Mies' Barcelona chair is used appropriately for once!

Skyward Scream: Xavier does this right after a bullet enters his spine.

Slash Fic: After the film got released, the entire internet exploded with Magneto/Professor X fics. It doesn't help that the actors, James McAvoy and Michael Fassbender, got on board as well and teased about it in interviews.

Slipping a Mickey: Subverted: The NATO general responds to the Hellfire Club's first display of mutant powers with "What the hell did you put in my drink?!", thinking that he must be hallucinating.

Socialite: According to Charles, his mother cares more about her upper-class lifestyle (e.g. she never goes into the kitchen of her own home, clearly believing that the room is "beneath" someone of her high status) than being a good mother towards him. Parental Neglect is typical of this trope, and it's suggested that the maid spends more time with him than Mrs. Xavier does.

Soviet Superscience: The telepathy blocking helmet that stymies Xavier in every movie is apparently of Russian make.

Spandex, Latex, or Leather: The X-Men wear yellow suits made of fabric, inspired in equal part by the team's uniforms during their earliest comic appearances and the New X-Men suits. The only one in that movie to fit one of the three materials is Magneto in the ending.◊

Spoiled Sweet: Charles Xavier is filthy rich and he is a gentle, caring person.

All of Sebastian Shaw's mutants are winners: Azazel has the exploitable teleportation, Emma is both telepathic and capable of becoming sold diamond which both aids fighting and blocks other telepaths, and Riptide quickly makes tornados.

With the exception of "Phoenix" (a.k.a. Jean Grey), Shaw himself is by far the most powerful mutant ever encountered by the X-Men. His base ability of Energy Absorption is set so high and is so versatile that not even Erik can hold him once he's absorbed the power of a nuclear reactor. He cannot be punched or shot as he nullifies kinetic energy, and he's Genre Savvy enough to have crafted a helmet that completely blocks Charles' telepathy.

Surprisingly Good Foreign Language: Erik Lehnsherr and the Nazis he encounters (and, a bit later, kills) in the bar speak surprisingly good German. The actor playing Erik (Michael Fassbender) was born in Germany and the actors playing the Nazis are most likely German.

What Bob Hendry tries to do with Shaw with a grenade. He doesn't know about Shaw's mutation and what he can do with all of that energy.

Beast uses this against Azazel when he tries his Tele-Frag trick, grabbing hold of him so they'll die together if Azazel doesn't teleport to safety.

Team Dad: Erik Lehnsherr has a "tough love" approach with the young mutants (Sean Cassidy learns this the hard way). Charles Xavier might qualify as well, but he tends to act more like the nurturing Team Mom. Insert witty commentary here.

"Gentlemen, this is why the CIA is no place for a woman." Cue huge crash as Emma Frost is busted out of her cell.

Before they go to Russia, Erik says that the young mutants are not ready to face Shaw, but Charles insists that they will surprise him and that they are an exceptional bunch of young people. A second later, as they're approaching the young mutants' room, they can see Raven's dancing on a chair while Angel's flying around her, Alex and Sean are breaking chairs on Armando (who keeps yelling "harder!"), and Hank is hanging off a light fixture.

They're Called Personal Issues For A Reason: There's a hint that Charles had an unhappy childhood, but he simply chooses not to speak of it. After Erik makes a snide remark about his friend's wealth, Charles' expression is mixture of annoyance with a little bit of hurt, and Raven steps in between two men as if to "shield" her brother from Erik's not-so-nice comment. Although she says, "It was a hardship softened by me" in a light tone, there is no sarcasm in her voice, and Charles kisses her on the cheek as a quiet "thank you" for her support and understanding in what is a very sensitive matter to him.

Those Two Bad Guys: Azazel and Riptide are thugs that work for Shaw. They have no lines and little development.

Those Wacky Nazis: "Klaus Schmidt" is a mixture of cultured and mad doctor; he tells young Erik that he is not like the Nazis, and mocks their obsession with genetics—or at least, blue eyes and blonde hair. Bring mutants into the equation it's a whole different ball game.

Throwing Your Sword Always Works: Erik Lehnsherr tries to throw a dagger at Sebastian Shaw, but Emma Frost catches it. Given the nature of Shaw's powers, the dagger would not have harmed him even if it had scored a direct hit.

Token Evil Teammate: Erik is part of Charles' team primarily because he has a personal grudge against Shaw, and views the youngsters' mutant powers as useful tools to topple the Big Bad.

Token Motivational Nemesis: Magneto did away with his Not So Different nemesis Sebastian Shaw in this movie, but never mentioned him in the Twenty Minutes into the Future trilogy that preceded it. We're talking about the man who killed Magneto's mother and whose role Magneto assumed after killing him. Of course, the writers of the original trilogy couldn't have predicted the future (in fact, Shaw doesn't look very dead, or old enough to have been an adult in The Forties, in his television appearance in X2.) It doesn't matter in any case, as Days of Future Past removes the trilogy from existence.

Too Dumb to Fool: In a deleted extension of the scene in Soviet Russia where The Team is infiltrating, the search dog that the checkpoint guards have still sensed that something was amiss in the seemingly empty truck. Charles says that the reason is this pertaining to his telepathic power on dogs.

Took a Level in Badass: The mutant teens are substantially more competent after their training montage. Plus several levels for Hank after he injects himself with his serum.

Totally Radical: Downplayed and justified. Xavier, humorously enough, is the only character who uses '60s slang, and it's only a single word in the lone pick-up line that he uses when hitting on women.

Tragic Bromance: A variation of this happens; Erik Lehnsherr and Charles Xavier form a close friendship, but ultimately part because of a major difference in ideals. Neither is killed, although Professor X does sustain a permanent injury that leads to Magneto cradling his cripple.

Tragic Keepsake: Erik's Nazi coin is given to him by Shaw after his mother is murdered in front of him. Erik kept that coin as he grew up and worked on his revenge.

Trailers Always Lie: The TV spots imply Charles's pointing a gun at Erik as a threat; it's from a scene where they're training together.

Trailers Always Spoil: Sort of. The trailers showed virtually every single scene from the climax—but edited them so as not to show exactly what was happening.

Training Montage: Xavier trains the mutant youngsters to properly use their powers at his mansion.

Tranquil Fury: Erik's powers are manifested through anger, until Charles helps by telling him "true focus lies somewhere between rage and serenity."

Translation Convention: Averted for the most part: All the scenes with the Nazis/the Swiss bankteller/former German soldiers as well as the scenes with the Russians are spoken in German, French, Spanish, and Russian where approriate, with subtitles in English. A couple scenes use the technique of starting in foreign language, then shifting to English for the last few (and most dramatically important) lines. Unfortunately, the actors have trouble with pronunciation and accents.

This is a Narm source for Germans, because of the accents. 'Evolution', while written the same in german and english, has the stress just the other way around.

The scene in Argentina is a notable exception thanks to all actors involved being German, or of German origin in the case of Fassbender.

Argentina (particularly in the Buenos Aires province, where Villa Gessel is located) has a distinctive local accent, but the few Spanish lines shown there were delivered Spain-style, which is a very different accent.

Traumatic Superpower Awakening: Erik is originally only able to use his powers when extremely angry. The first two times, it involves maternal separation.

The Übermensch: Sebastian Shaw's ideal of a mutant is a superior man who rises above the common trash and will change the world.

Ungrateful Bastard: Minutes after the mutants single-handedly prevent World War III, the military tries to kill them since they were deemed too dangerous.

Unishment: A prison guard where Alex Summers was staying at the beginning of the film remarks that he's "the only prisoner I've ever seen who actually prefers solitary confinement." Sure enough, when we first see him, Alex is in solitary. It's a subversion, since Alex doesn't really enjoy solitary. He's trying to stay away from people so he doesn't hurt them with the energy blasts that are his mutant power, and which he has great difficulty in controlling.

Used to Be a Sweet Kid: Erik until, well, the Holocaust and the death of his mother. And Raven, who is still rather innocent for the majority of the film and is absolutely horrified when she sees Charles get shot, yet that doesn't stop her from going over to the dark side.

Verb to This: Shaw to Darwin, before killing him. Specifically: "adapt to this."

Villainous Cheekbones: Both Shaw and Erik have defined and hard facial features compared to Charles' soft baby face.

Visionary Villain: Sebastian Shaw wants to start World War III so that mutants can take over the planet, although in his case, he's just in it to Take Over the World, with little actual regard for allowing his kind to thrive (he merely uses it as his rhetoric to recruit others). As noted above, Magneto is much more suited to the trope, even going so far as to applaud Shaw's vision of a mutant-dominated world but in exactly those terms, without the desire to rule over them as their supreme leader.

The Voiceless: Riptide has no dialogue in the film and Azazel has only a few words although it doesn't stop either from being Badass.

Wall of Weapons/To the Pain (meta version): Young Erik Lehnsherr meets Dr. Klaus Schmidt in his wood-paneled office filled with books and antiques, then a reverse shot reveals the opposite wall is made of glass, leading into a white-painted surgery lined with sinister instruments. Unfortunately, Erik's powers aren't controlled enough to use these as actual weapons; they all get thrown harmlessly against the glass.

War Is Hell: The adolescent mutants find out the hard way. They're just stoked to discover that other mutants (their own age, at that) exist, and after being approached and brought together by Professor X, Magneto, and the CIA, they decide to act crazy with their powers and party, having been left unsupervised by Xavier, Lehnsherr, and Mac Taggert. When the Hellfire Club shows up and slaughters the CIA soldiers who were stationed at the facility to guard them, the kids break down emotionally—some of them are even reduced to fearful tears.

Weaponized Teleportation: Azazel's deadly attack on the CIA facility, which included teleporting enemies up high and leaving them to fall. Later, the Genre Savvy Hank grabs Azazel as they're falling and tells him that he can either teleport them to safety, or he's going to die with them.

At the climax, Sebastian Shaw offers Magneto a chance to join him so that together they can ensure mutant supremacy, a goal that Magneto actually agrees with. Unfortunately, Shaw was the one who killed Magneto's mother in the concentration camp, so Magneto kills him and takes up his "mutant vs. human" crusade himself. Later, he tells Xavier that he wants him by his side in the cause, but Xavier refuses.

When Shaw introduces himself to the kids this is his main pitch.

Also implied between Magneto and Mystique.

We Used to Be Friends: The whole premise of the movie is to show how Charles Xavier and Erik Lehnsherr became friends and then ended up on opposite sides with different ideals. There's also a subplot about Raven Darkholme's fallout from her relationships with Charles and Hank McCoy.

What Happened to the Mouse?: The Hellfire Club is never mentioned or seen again after the early sequence where CIA operative Moira MacTaggert (who is investigating it with a colleague) sneaks in and witnesses Emma Frost and Azazel reveal their powers in front of an American general.

Where Does He Get All Those Wonderful Toys?: The film attempts to do this for the technology seen in the original X-Men trilogy. The underground training facility beneath the Xavier Institute is stated to be a massive, repurposed WW2 bomb shelter, while the Cerebro computer and the prototype Blackbird/X-Jet are both revealed to be projects Hank McCoy designed for the CIA.

Wide-Eyed Idealist: While Charles isn't exactly naive, his idealism is accentuated by the fact that everyone else seems to have a far more pessimistic approach to mutant-human relations. It's suggested that this is at least partly because he hasn't faced persecution in the same way. It sets up a nice contrast with his portrayal in the previous films, where he remains idealistic, but is a lot more cautious about it now that he's had personal experience.

Wolverine Publicity: Downplayed. One theme of the film is how the "first class" of Xavier's mutants are all fun-loving youngsters who haven't been battle-tested, and instead see their recruitment as a chance to party and hang out with other people like themselves, initially overlooking the war. The problem with this and Logan's character is that he's the complete opposite—an almost perpetually stoic, no-nonsense adult who's fought in every major American conflict from the Civil War to 'Nam. If you thought the writers couldn't find a way to still fit him in (as Xavier and Lehnsherr are searching for mutants who can fight with them), you underestimate the power of this trope.

The Worf Effect: When he confronts the First Class, Shaw kills one of them in the conflict. Who does he kill? The guy whose power is gaining the traits he needs to survive in any situation.

World of Badass: A grand majority of the characters have flashy superpowers or kick butt in different ways. Almost inevitable for a film based of Marvel comics.

World War III: Sebastian Shaw intended to provoke both superpowers into causing World War III via the Cuban Missile Crisis, in order to wipe out humanity and allow Mutants to reign supreme over the planet.

Worst Aid: If someone's been shot in the back near the spine, you don't move them around and you certainly don't rip the bullet out of the wound, which probably explains Xavier's ultimate paralysis.

Writers Cannot Do Math: There is a scene with Charles Xavier as a child which is set in 1944, while the bulk of the story takes place in 1962. However, the two actors are credited as playing "Charles Xavier: 12 years" and "Charles Xavier: 24 years."

Charles: There’s so much more to you than you know, not just pain and anger. There’s good in you too, and you can harness all that. You have a power that no one can match, not even me.

You Are Not Alone: Expressed in several forms by different characters, most directly when Charles says this verbatim to Erik after he rescues the latter from drowning.

You Are Number Six: Erik Lehnsherr outs himself as a holocaust survivor to some Nazis he was amicably chatting with (and planning to kill). When they asked for the names of his parents, being from the same town, he answered that they "had no names—they were stolen from them" before showing his own concentration camp number. Violence ensues.

You Get Me Ice: Emma is annoyed when Shaw sends her up on deck to get ice for his drink from a handy iceberg.

You Killed My Mother: The film gives us an example of someone avenging the death of their mother, when Erik/Magneto kills Schmitt/Shaw despite agreeing with his Mutant Supremacist ideals because Schmitt killed his mother in front of him as a child.

Magneto: I want you to know I agree with everything you just said. We are the future. But, unfortunately... you killed my mother.

Younger and Hipper: This movie explores the younger (and more groovy) versions of Professor X, Magneto, Mystique and Beast with new actors playing the familiar roles.

Younger Than They Look: Erik is around the same age as Charles (late twenties/early thirties), but the former appears considerably older because Michael Fassbender looks older than his actual age (he has a lot of lines on his face) while the baby-faced James McAvoy looks younger despite there being a only two-year age gap between the two actors. This can be Handwaved as Erik ageing prematurely because of the trauma he experienced during World War II.

Charles: Listen to me very carefully, my friend. Killing will not bring you peace.

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